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L-3 Announces Conversion Option For 3% Convertible Contingent Debt Securities (“CODES”) Due 2035

Stocks in this article: LLL

L-3 Communications Holdings, Inc. (NYSE:LLL) (the “Company”) today notified holders of the $689.4 million outstanding principal amount of its 3% Convertible Contingent Debt Securities (the “CODES”) due 2035 (CUSIP Numbers: 502413AW7 and 502424AE4) that they are currently entitled to convert all or a portion of their CODES (in integral multiples of $1,000) (the “Conversion Option”).

The CODES are convertible because the closing price of shares of the Company’s common stock (the “Common Stock”), for at least 20 trading days during the 30 consecutive trading-day period ending on March 28, 2014 (the last trading day of the previous fiscal quarter), was greater than 120% of the then current conversion price of the CODES (the “Trading Price Condition”). Holders’ rights to convert pursuant to the Trading Price Condition begin March 31, 2014 and end at 5:00 p.m., New York City time, on June 27, 2014.

The current conversion rate is 11.2259 shares of Common Stock per $1,000 aggregate principal amount of CODES, which is equal to a conversion price of approximately $89.08 per share. The Company will settle the entire conversion payment obligation with respect to converted CODES, if any, in cash.

In order to exercise the Conversion Option with respect to any interest in CODES held in global form through The Depository Trust Company (“DTC”), holders must complete, or cause to be completed, the conversion notice (attached as Exhibit D to the indenture governing the CODES) and the appropriate instructions form for conversion pursuant to DTC’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such global CODES and otherwise comply with the applicable conversion procedures of DTC.

The Trustee has informed the Company that, as of the date hereof, all custodians and beneficial holders of the CODES hold the CODES through accounts with DTC and that there are no certificated CODES in non-global form. Accordingly, all CODES surrendered for conversion must be delivered through the transmittal procedures of DTC.

The Company has prepared a notice to holders with respect to the Conversion Option specifying the applicable terms, conditions and procedures. The notice is available through DTC and the Bank of New York Mellon, which is serving as conversion agent. The address of the conversion agent is: The Bank of New York Mellon, Corporate Trust Reorg, 111 Sanders Creek Parkway, East Syracuse, New York 13057, Attention: Adam DeCapio.

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